ASSUMPTION AGREEMENT
Exhibit 10.1
ASSUMPTION AGREEMENT, dated as of October 18, 2006, made by
Xxxxxx Cellular Systems of Alaska, LLC, an Oklahoma limited liability company (the “Additional
Grantor”), in favor of XXXXXX COMMERCIAL PAPER INC., as administrative agent (in such capacity,
the “Administrative Agent”) for the banks and other financial institutions (the
“Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not
defined herein shall have the meanings ascribed to them in such Credit Agreement.
W I T N E S S E T H
:
:
WHEREAS, XXXXXX CELLULAR SYSTEMS, INC. (the “Borrower”), XXXXXX COMMUNICATIONS
CORPORATION, XXXXXX OPERATING CO., L.L.C., the Lenders, the Administrative Agent, XXXXXX BROTHERS
INC. and BEAR XXXXXXX & CO. INC., as joint lead arrangers and joint book runners, BEAR XXXXXXX
CORPORATE LENDING INC., as syndication agent, and XXXXXX XXXXXXX SENIOR FUNDING, INC., as
co-arranger and documentation agent have entered into a Credit Agreement, dated as of October 23,
2003 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”);
WHEREAS,
in connection with the Credit Agreement, the Borrower and certain of its Affiliates (other than the Additional Grantor) have entered into the Guarantee and
Collateral Agreement, dated as of October 23, 2003 (as amended, supplemented or otherwise modified
from time to time, the “Guarantee and Collateral Agreement”) in favor of the Administrative
Agent for the benefit of the Lenders;
WHEREAS,
the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and
WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in
order to become a party to the Guarantee and Collateral Agreement;
NOW, THEREFORE, IT IS AGREED:
1.
Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the Guarantee and
Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor
thereunder with the same force and effect as if originally named therein as a Grantor and, without
limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities
of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to
the information set forth in Schedules 1, 2, 3 and 4 to the Guarantee and Collateral Agreement.
The Additional Grantor hereby represents and warrants that each of the representations and
warranties made by the Additional Grantor contained in Section 4 of the Guarantee and Collateral
Agreement is true and correct on and as the date hereof (after giving effect to this Assumption
Agreement) as if made on and as of such date.
2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.
| XXXXXX CELLULAR SYSTEMS OF ALASKA, LLC By: Xxxxxx Cellular Systems, Inc., its Manager and Sole Member |
||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
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